ORACLE CORP (ORCL)
Sector: Information Technology
2025 Annual Meeting Analysis
ORACLE CORP · Meeting: November 18, 2025
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 13 Director Nominees
Ms. Ablo joined the board in 2022 (within 24 months of the measurement period), exempting her from the TSR trigger; no overboarding, attendance, or independence concerns identified.
Oracle's 3-year TSR of +24.5% is strong-positive, and the gap versus the peer median of -56.4 percentage points does not exceed the 65pp threshold required to trigger a vote against; no other disqualifying flags identified.
Oracle's 3-year TSR of +24.5% is strong-positive, and the -56.4pp gap versus peer median does not exceed the 65pp trigger threshold; Dr. Boskin serves as Finance and Audit Committee chair and qualifies as an audit committee financial expert.
Oracle's 3-year TSR of +24.5% is strong-positive, and the -56.4pp peer underperformance gap does not exceed the 65pp threshold; as a non-independent executive director she does not serve on any independent committee, and the TSR trigger does not fire.
Oracle's 3-year TSR of +24.5% is strong-positive and the -56.4pp peer gap does not exceed the 65pp trigger; Mr. Chizen serves as lead independent director and Governance Committee chair with relevant technology industry executive experience.
Oracle's 3-year TSR of +24.5% is strong-positive and the -56.4pp peer gap does not exceed the 65pp trigger threshold; Mr. Conrades chairs the Compensation Committee and brings substantial technology CEO experience.
Oracle's 3-year TSR of +24.5% is strong-positive and the -56.4pp peer gap does not cross the 65pp threshold required to trigger a vote against; as Oracle's founder and Executive Chair with 40%+ ownership alignment, no additional disqualifying flags are identified.
Oracle's 3-year TSR of +24.5% is strong-positive and the -56.4pp peer gap does not exceed the 65pp trigger; Mrs. Fairhead qualifies as an audit committee financial expert and brings multinational executive and regulatory experience.
Oracle's 3-year TSR of +24.5% is strong-positive and the -56.4pp peer gap does not reach the 65pp threshold; Mr. Henley is a non-independent executive director with deep institutional knowledge as Oracle's former CFO.
Mr. Magouyrk joined the board in September 2025, well within the 24-month new-director exemption from the TSR trigger; he brings directly relevant cloud infrastructure leadership experience as the newly appointed CEO.
Oracle's 3-year TSR of +24.5% is strong-positive and the -56.4pp peer gap does not exceed the 65pp trigger; Mr. Moorman brings large-company CEO experience and no overboarding or attendance concerns are identified.
Oracle's 3-year TSR of +24.5% is strong-positive and the -56.4pp peer gap does not cross the 65pp threshold; Ms. Seligman brings long-standing technology industry advisory expertise and serves on the Compensation Committee.
Mr. Sicilia joined the board in September 2025, within the 24-month new-director exemption from the TSR trigger; he brings relevant enterprise software and AI product leadership as a newly appointed CEO.
All 13 nominees receive a FOR vote. Oracle's 3-year stock return of +24.5% is in the strong-positive tier, meaning peer underperformance would need to exceed 65 percentage points to trigger a vote against — the actual gap of -56.4pp falls just short of that threshold, so the TSR trigger does not fire for any director. The two newly elected CEOs (Magouyrk and Sicilia) are also exempt as directors who joined within the past 24 months. No overboarding, attendance, independence, or familial-relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Safra A. Catz
Total Comp
$6,464,234
Prior Support
78%%
The CEO's total reported compensation of $6,464,234 for fiscal 2025 is modest for a company of Oracle's scale ($395B market cap), driven by a $950,000 base salary, zero cash bonus (reduced from over $5.2M to $0 by the Compensation Committee to fund capital investment), and no new equity awards — the last new equity grant was the eight-year performance-based stock option program that started in fiscal 2018 and just concluded. The prior year say-on-pay vote came in at 78%, above the 70% threshold that would require demonstrated responsiveness. Pay mix is heavily variable and performance-linked for all named executives: the other NEOs had approximately 94% of total direct pay in equity, and all cash bonuses across the entire executive team were voluntarily reduced to zero in favor of reinvesting in company growth, which is a shareholder-friendly action. No policy triggers for a negative vote are present.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$30,323,147
Non-Audit Fees
$4,927,616
Non-audit fees (audit-related fees of $3,797,019 plus tax fees of $1,119,397 plus other fees of $11,200, totaling approximately $4,927,616) represent about 16% of audit fees of $30,323,147, well below the 50% threshold that would raise independence concerns. EY's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire. No material restatements were noted, and EY is a Big 4 firm appropriate for a company of Oracle's size and complexity.
Actual Vote Results
Meeting held November 18, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Rona A. Fairhead | 98.4% | 2.3B | 38.4M | ✓ Elected |
| Michael D. Sicilia | 98.3% | 2.3B | 41.0M | ✓ Elected |
| Clayton M. Magouyrk | 98.3% | 2.3B | 41.2M | ✓ Elected |
| Charles W. Moorman | 97.8% | 2.3B | 52.3M | ✓ Elected |
| Safra A. Catz | 97.3% | 2.3B | 62.9M | ✓ Elected |
| Lawrence J. Ellison | 96.7% | 2.3B | 78.8M | ✓ Elected |
| Naomi O. Seligman | 92.6% | 2.2B | 174.6M | ✓ Elected |
| George H. Conrades | 92.3% | 2.2B | 181.8M | ✓ Elected |
| Jeffrey S. Berg | 92.2% | 2.2B | 182.9M | ✓ Elected |
| Jeffrey O. Henley | 92.0% | 2.2B | 188.8M | ✓ Elected |
| Michael J. Boskin | 91.3% | 2.1B | 205.5M | ✓ Elected |
| Awo Ablo | 83.9% | 2.0B | 379.4M | ✓ Elected |
| Bruce R. Chizen | 76.1% | 1.8B | 560.9M | ✓ Elected |
Say on Pay
For 1.9B · Against 423.8M · Abstain 3.6M
Auditor Ratification
For 2.5B · Against 63.4M · Abstain 2.8M
Overall Assessment
Oracle's 2025 annual meeting ballot contains three proposals: election of 13 directors, advisory approval of executive compensation, and ratification of Ernst & Young as auditor. All proposals receive a FOR vote — the director TSR trigger does not fire because Oracle's strong-positive 3-year return means the peer underperformance gap of 56.4 percentage points falls just below the 65-percentage-point threshold, CEO pay is modest and heavily performance-linked with all cash bonuses voluntarily zeroed out, and EY's non-audit fees are well within acceptable limits.
Compensation Peer Group
14 companies disclosed in 2025 proxy filing